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
August 6, 1998
Date of Report (Date of earliest event reported)
PERIPHONICS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-25592 11-2699509
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
4000 Veterans Memorial Highway
Bohemia, NY 11716
(516) 468-9000
(Registrant's telephone number, including area code)
Page 1 of 4 Pages
Exhibit Index Appears at Page 2
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Item 5. Other Events
Periphonics Corporation (the "Company"), announced today, August 6, 1998
that its board of directors has authorized the repurchase of up to 1.3 million
shares of the Company's common stock (the "Common Stock"). The Company plans to
repurchase the stock in the open market. The timing of repurchases and number of
shares actually repurchased will depend on a variety of factors, such as price
and other market considerations. The Company currently has approximately 13.8
million shares outstanding.
Reference is made to the Company's related press release attached hereto as
Exhibit 99.01 and incorporated by reference herein (including, without
limitation, the information set forth in the cautionary statement contained in
the final paragraph of the press release).
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits:
99.01 Press Release dated August 6, 1998.
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.
PERIPHONICS CORPORATION
By: /s/Peter J. Cohen
------------------------------
Name: Peter J. Cohen
Title: President and Chief Executive Officer
Date: August 6, 1998
FOR IMMEDIATE RELEASE
Contacts: Joseph D. Pititto
Sr. Director Investor Relations
(516) 468-9212
[email protected]
Periphonics Announces $3.5 Million Order
From A Major European Wireless Telecommunications Service Provider
Company Also Announces Stock Repurchase Program
BOHEMIA, NEW YORK - August 6, 1998 - Periphonics Corporation (NASDAQ:
PERI), a leading worldwide provider of products and services for call processing
solutions used in Computer Telephony Integration (CTI) and Telecom Enhanced
Network Services, today announced that it has received an order to provide its
VPS/is2 digital platform to a major European wireless telecommunications service
provider. The order was received from one of the company's European distribution
partners and is valued at approximately $3.5 million. Based on the proposed
delivery schedule, the company anticipates recognizing revenue from the order
over a six-to-nine month period beginning in its fiscal second quarter.
The wireless service provider plans to use the Periphonics systems for
multiple applications, including both enhanced network services and customer
services. The project also includes the Periphonics open resource platform
("OSCAR") to support advanced speech processing capabilities such as large
vocabulary recognition and text-to-speech in the local language.
Periphonics also announced today that its board of directors has authorized
the repurchase of up to 1.3 million shares of the company's common stock. The
company plans to repurchase the stock in the open market. The timing of
repurchases and number of shares actually repurchased will depend on stock price
and business considerations. The company currently has approximately 13.8
million shares outstanding.
Peter Cohen, Periphonics Chairman and Chief Executive Officer, said, "This
latest contract further enhances our industry-leading market position in Europe,
where we anticipate continued strong growth during fiscal 1999. Based on a
growing number of good opportunities we see in our business pipeline throughout
the world, management continues to believe that the company's prospects for
long-term growth remain very good. However, in the short term, it bears
repeating that the first quarter is historically our slowest in terms of sales
and we anticipate that this pattern will continue. The board's decision to
authorize a stock repurchase program is based on our (more)belief that the
current stock price does not reflect the company's strong position in a growing
worldwide marketplace for our products and professional services and our
potential for long-term growth. We view the repurchase program as part of our
overall effort to enhance shareholder value."
Periphonics Corporation develops, markets and supports products and
professional services for Computer Telephony Integration (CTI) and for Telecom
Enhanced Network Services using technologies such as interactive voice response
(IVR), speech input, messaging, fax, and web browsers. The Company's products
and services automate call transaction processing, increase call-center agent
productivity, and often create new revenue streams for its customers.
Headquartered in Bohemia, New York (Long Island), Periphonics has systems
installed in more than 50 countries.
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A number of statements contained in this release are forward-looking within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements involve risks and uncertainties that could cause actual results to
differ materially from those expressed or implied in the applicable statements.
These risks and uncertainties include, but are not limited to: fluctuations in
product demand, pricing, market acceptance, litigation, risks in product and
technology development, length of the sales cycle, uneven timing of orders from
and shipments to customers, delays in development and customer acceptance of
custom software applications, delays in delivery of orders due to fluctuations
in inventory, as well as general economic conditions and other risk factors. For
a more detailed description of risk factors, please refer to the Company's
Securities and Exchange Commission filings including the Company's Forms 10-Q
and Form 10-K and Annual Report.
