-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C+NJH2Dde93ZkXL8topyA7UTOLx/r1//L6Vkjqs4Qn0B9ElifPeokGCwxmAzdvYz iDOerHfZcRCnNGtezyG+Fw== 0000910647-04-000029.txt : 20040123 0000910647-04-000029.hdr.sgml : 20040123 20040123160917 ACCESSION NUMBER: 0000910647-04-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040123 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERBEKE CORP CENTRAL INDEX KEY: 0000796502 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 041925880 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15046 FILM NUMBER: 04540836 BUSINESS ADDRESS: STREET 1: AVON INDUSTRIAL PARK STREET 2: 41 LEDIN DRIVE CITY: AVON STATE: MA ZIP: 02322 BUSINESS PHONE: 5085887700 MAIL ADDRESS: STREET 1: AVON INDUSTRIAL PARK CITY: AVON STATE: MA ZIP: 02322 8-K 1 west-8k2.txt FORM 8-K FOR JANUARY 23, 2004 =========================================================================== 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): January 23, 2004 WESTERBEKE CORPORATION (Exact name of Registrant as specified in its Charter) Delaware 0-15046 04-1925880 (State or other Jurisdiction) (Commission (IRS Employer of Incorporation) File Number) Identification No.) Myles Standish Industrial Park 150 John Hancock Road Taunton, MA 02780 (Address of principal executive offices) Registrant's telephone number, including area code: (508) 823-7677 =========================================================================== ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. The following exhibit is filed with this report: 99.1 Press release dated January 23, 2004, regarding the Company's results for the quarter and twelve-months ended October 25, 2003. 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. WESTERBEKE CORPORATION Date: January 23, 2004 By: /s/ Gregory Haidemenos ------------------------------ Gregory Haidemenos Principal Financial and Accounting Officer EX-99 3 west8k2-99.txt EXHIBIT 99.1 Exhibit 99.1 CONTACT: Gregory Haidemenos FOR IMMEDIATE RELEASE WESTERBEKE CORPORATION (508) 823-7677 WESTERBEKE REPORTS FOURTH QUARTER AND FISCAL YEAR END RESULTS TAUNTON, MASS., January 23, 2004 - Westerbeke Corporation (NASDAQ:WTBK) announced today the results of its operations for the fourth quarter and the fiscal year ended October 25, 2003. Net sales for the quarter ended October 25, 2003, were $4,511,800 compared to $5,638,700 for the quarter ended October 26, 2002, a decrease of 20%. The Company reported a net loss of $353,500 or $0.18 per share, for the quarter ended October 25, 2003, compared to net income of $2,453,500, or $1.24 per share for the quarter ended October 26, 2002. For the fiscal year 2003, the Company reported net sales of $19,954,400 as compared to $25,525,700 for the fiscal year 2002, a decrease of 22%. The Company reported a net loss of $1,061,500 or $0.54 per share, for the fiscal year 2003, compared to net income of $2,886,000 or $1.45 per share, for the fiscal year 2002. Included in the net loss for the fiscal year ending October 25, 2003, are $670,300 of costs to date associated with the proposed merger of the Company with and into Westerbeke Acquisition Corporation as announced on May 5, 2003. Included in net income in the fiscal year ending October 26, 2002, is the award of damages against one of the Company's former suppliers of $4,433,900, which includes interest accrued on the award of $713,200 and is net of legal fees of $481,600. A special meeting of stockholders will be held on February 5, 2004, to vote on the proposal to adopt the previously announced Agreement and Plan of Merger, as amended, between the Company and Westerbeke Acquisition Corporation. Westerbeke Corporation designs, manufactures and markets marine engine and air conditioning products intended principally for recreational marine applications. WESTERBEKE CORPORATION COMPARATIVE INCOME HIGHLIGHTS Three Months Ended ---------------------------- October 25, October 26, 2003 2002 ----------- ----------- Net sales $ 4,511,800 $ 5,638,700 Arbitration Award - $ 4,433,900 Net income (loss) $ (353,500) $ 2,453,500 Net income (loss) per share, diluted $ (0.18) $ 1.24 Weighted average common shares, diluted 1,954,809 1,990,013 Twelve Months Ended ---------------------------- October 25, October 26, 2003 2002 ----------- ----------- Net sales $19,954,400 $25,525,700 Arbitration Award - $ 4,433,900 Net income (loss) $(1,061,500) $ 2,886,000 Net income (loss) per share, diluted $ (0.54) $ 1.45 Weighted average common shares, diluted 1,954,809 1,984,270 -----END PRIVACY-ENHANCED MESSAGE-----