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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)
November 12, 1998
ORTEL CORPORATION
Exact name of registrant as specified in its charter)
Delaware 0-22598 95-3494360
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2015 West Chestnut Street, Alhambra, California 91803-1542
(Address of principal executive offices) (Zip Code)
(626) 281-3636
(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
Total Number of Pages: 5
Exhibit Index Located at Page: 3
INFORMATION TO BE INCLUDED IN THE REPORT
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 12, 1998, the Registrant discontinued its 980nm pump laser
business by, among other things, notifying its customers that it was no longer
in the business and recommending alternative sources for its products and
reducing its work force by more than 70 personnel.
The Registrant publicly announced its intention to exit this business on
November 3, 1998, by issuing a press release, a copy of which is attached to
this Report as Exhibit 2.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Financial operating results for the second quarter ended October 31,
1998, will include an estimate of losses from this discontinued operation for
current and prior periods as well as the loss on disposal of the business. Pro
forma financial results which exclude the results of this business on all
applicable prior reporting periods will be submitted when they become known.
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.
ORTEL CORPORATION
Date: November 25, 1998
By: /s/ Stephen K. Workman
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Stephen K. Workman
Vice President, Finance and Chief Financial Officer
2
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EXHIBIT INDEX TO FORM 8-K
Exhibit Sequentially
Number Description Numbered Page
2.1 Press Release, dated November 3, 1998 4
3
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Exhibit 2.1
ORTEL GIVES PRELIMINARY INDICATIONS FOR FISCAL SECOND QUARTER RESULTS
ALHAMBRA, Calif.--(BUSINESS WIRE)--Nov. 3, 1998--Ortel Corp. (Nasdaq: ORTL)
Tuesday said that results of its 980nm pump laser programs and wireless
operations during the second fiscal quarter have been slower than anticipated,
and will likely result in the company reporting a net loss for the full quarter
ended Oct. 31, 1998.
Ortel estimated that net sales would be approximately $20 million for the
second fiscal quarter, and said that the magnitude of the loss for the second
quarter will be dependent on the results of an ongoing comprehensive evaluation
of the company's operations. As part of that examination, Ortel said it plans to
discontinue its development and production of 980nm pump lasers for
telecommunications applications. Write-offs associated with the discontinuance
of that program will be included in second fiscal quarter results.
"While we are disappointed with the quarter's results, Ortel's broadband
and satellite communications operations enjoyed a strong quarter, underscoring
our confidence for the future," said Wim H.J. Selders, president and chief
executive officer. "Looking ahead, we intend to focus our resources on Ortel's
proven strengths to maintain and even increase our leadership market positions
and to develop and market products with significant promise and market
differentiation. We are examining every aspect of our continuing businesses to
cut costs, improve efficiency and assure a return to our sales growth and profit
margin objectives."
Selders added: "Discontinuing the 980nm pump laser was predicated on
market-wide steep price deterioration which will occur in 1999, as well as our
relatively late entry to the market. The end result was less than acceptable
return on our investment. We will continue to work on opportunities in the
telecommunications market where Ortel can develop products that offer clear
advantages derived from our core technologies."
Ortel expects to report final results for its fiscal second quarter on Dec.
1, 1998, after market. A year ago, Ortel reported fiscal second quarter sales of
$22.1 million and net income of $1.9 million, or $0.15 per diluted share.
Ortel designs, manufactures and supplies advanced solutions to original
equipment manufacturers for the transmission of video, voice and data. The
company applies its core technology strengths in semiconductor optoelectronics,
fiberoptic transmission and radio frequency electronics to enhance capacity,
improve quality and lower costs for broadband cable television networks, as well
as for satellite, telecommunications, and wireless applications. The company
has headquarters in Alhambra, and has international operations in Sweden,
Germany, France, Singapore, and China.
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This news release contains forward-looking statements regarding Ortel's
results of operations or financial condition. Factors that could cause actual
results to differ materially include changes in the capital spending of CATV
operators, changes in customer order patterns, introduction of new products by
competitors, and other risks identified from time to time in the company's SEC
filings, including those described under Item 1 of the company's Form 10-K for
the fiscal year ended April 30, 1998.
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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.
ORTEL CORPORATION
Date: November 25, 1998 By: /s/ Stephen K. Workman
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Stephen K. Workman
Vice President, Finance and
Chief Financial Officer
