-----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, LF17w64iyc3g3zcavyy7brnhwfdZGt2JdefHZI0lPm0ut5R4j1UrI92aAAdJlTBP W/YLPQZbVrTV6JOevVWiGw== 0000912057-01-008194.txt : 20010327 0000912057-01-008194.hdr.sgml : 20010327 ACCESSION NUMBER: 0000912057-01-008194 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010316 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAW TECHNOLOGIES INC /UT CENTRAL INDEX KEY: 0000882159 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL BUILDING CONTRACTORS - NONRESIDENTIAL BUILDINGS [1540] IRS NUMBER: 870464280 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21818 FILM NUMBER: 1578868 BUSINESS ADDRESS: STREET 1: 2700 S 900 W CITY: SALT LAKE CITY STATE: UT ZIP: 84119 BUSINESS PHONE: 8019773100 MAIL ADDRESS: STREET 2: 2700 SOUTH 900 WEST CITY: SALT LAKE CITY STATE: UT ZIP: 84119 FORMER COMPANY: FORMER CONFORMED NAME: PRIMA ACQUISITIONS INC DATE OF NAME CHANGE: 19600201 8-K 1 a2042755z8-k.txt FORM 8-K 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: March 16, 2001 (Date of earliest event reported) ------------------------------ DAW TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) UTAH 0-21818 87-0464280 (State or other jurisdiction Commission File Number (I.R.S. Employer of incorporation) Identification Number) 2700 SOUTH 900 WEST SALT LAKE CITY, UTAH 84119 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (801) 977-3100 N/A (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On March 16, 2001, the Company issued a press release announcing its financial results for the fourth quarter of 2000, which ended December 31, 2000, and for the fiscal year 2000 ended December 31, 2000. On March 20, 2001, the Company issued a press release announcing that it had signed a letter of intent to form a joint venture company in China with three Chinese entities. Attached as Exhibit 99.1 is a copy of the press release issued on March 16, 2001 regarding earnings, and attached as Exhibit 99.2 is a copy of the press release issued on March 20, 2001 regarding the signing of the letter of intent on the Chinese joint venture. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit Description - ------- ----------- 99.1 Press Release issued by Daw Technologies, Inc. on March 16, 2001 99.2 Press Release issued by Daw Technologies, Inc. on March 20, 2001
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. Date: March 23 , 2001 DAW TECHNOLOGIES, INC. By: /s/ Randy K. Johnson ------------------------------- Name: Randy K. Johnson Title: Vice President, Secretary and General Counsel EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION 99.1 Press Release dated March 16, 2001 99.2 Press Release dated March 20, 2001
EX-99.1 2 a2042755zex-99_1.txt EXHIBIT 99.1 BROKER CONTACT: MEDIA CONTACTS: B.J. Mendenhall David Politis Kevin Wilson Daw Technologies, Inc. Politis Communications Politis Communications 801-977-3100 801-523-3730 (wk) 801-523-3730 (wk) bjmendenhall@dawtech.com 801-556-8184 (cell) 801-898-5520 (cell) dpolitis@politis.com kwilson@politis.com FOR IMMEDIATE RELEASE DAW TECHNOLOGIES ANNOUNCES FOURTH QUARTER AND YEAR END 2000 RESULTS COMPANY REPORTS NET EARNINGS OF $3.46 MILLION ON REVENUE OF $52.6 MILLION FOR 2000 SALT LAKE CITY --- MARCH 15, 2001 --- DAW TECHNOLOGIES, INC. (NASDAQ: DAWK), an international leader in the design, engineering, manufacture and installation of ultra-clean manufacturing environments, today announced its financial results for the fourth quarter and year ended December 31, 2000. Total revenue for the fourth quarter was $10.2 million and net earnings for the quarter were $2.3 million. For the year, the company reported total revenue of $52.6 million, a 16.4 percent increase over 1999. Net earnings for the year were $3.5 million, or $0.21 per diluted share, compared to a net loss of $7.6 million, or ($0.61) per share, in 1999. The company attributed its improved financial performance to several factors, including rigorous cost-cutting measures begun in early 2000 and efforts to diversify the company's business, both geographically and among industry segments, and a top to bottom restructure of the company's operations to focus on individual business units. "The year 2000 was clearly a turning point for the company," said Michael J. Shea, newly appointed president of the company. "The company's weak results in the prior two years necessitated that we take extreme measures in 2000 to return to profitability, and our financial results for the year 2000 show that those measures have begun to pay off. The company has become much more efficient and cost-conscious, an example of which is the fact that we have nearly doubled our revenues per employee in 2000 vs. 1999. These increased efficiencies, combined with our efforts to expand beyond our traditional base in the semiconductor industry, position us very well for the year 2001 and beyond." The company also announced that its backlog of work at December 31, 2000 was approximately $28.3 million, as compared to $19.7 million at the end of 1999 and $12.8 million at the end of 1998. Daw Technologies, Inc. provides ultra-clean manufacturing environments for customers throughout the world, and specializes in the design, engineering and installation of cleanroom and mini-environment systems that meet stringent semiconductor, pharmaceutical and medical device manufacturing requirements. The company also provides advanced, high precision manufacturing and specialized painting services on an OEM (original equipment manufacturer) basis for various customers. For further information, visit the company on the Internet at www.dawtech.com. - more - DAW TECHNOLOGIES ANNOUNCES FOURTH QUARTER AND YEAR END 2000 RESULTS - 2 - Daw Technologies, Inc. and Subsidiaries Selected Consolidated Statements of Operations (unaudited) (in thousands, except share data)
THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, 2000 1999 2000 1999 ------------ ------------ ------------ ------------ Revenues $ 10,213 $ 10,313 $ 52,633 $ 45,206 Cost of goods sold 7,591 11,081 43,525 43,576 ------------ ------------ ------------ ------------ Gross profit (loss) 2,622 (768) 9,108 1,630 Operating expenses 1,908 2,206 6,460 8,031 Restructuring charges -- 1,839 -- 1,839 ------------ ------------ ------------ ------------ 1,908 4,045 6,460 9,870 ------------ ------------ ------------ ------------ Earnings (loss) from operations 714 (4,813) 2,648 (8,240) Other income (expense), net (21) (2) (208) (493) ------------ Earnings (loss) before income taxes 693 (4,815) 2,440 (8,733) Income taxes (benefit) (1,612) (61) (1,024) (1,092) ------------ ------------ ------------ ------------ NET EARNINGS (LOSS) $ 2,305 $ (4,754) $ 3,464 $ (7,641) ============ ============ ============ ============ Earnings (loss) per common share Basic $ 0.17 $ (0.38) $ 0.26 $ (0.61) Diluted 0.12 (0.38) 0.21 (0.61) Weighted-average common and dilutive common equivalent shares outstanding Basic 13,468,609 12,501,980 13,140,000 12,501,980 Diluted 18,758,089 12,501,980 16,393,232 12,501,980
Daw Technologies, Inc. and Subsidiaries Selected Balance Sheet Data (unaudited) (in thousands)
DEC. 31, DEC. 31, 2000 1999 ------- ------- Current assets $23,798 $18,343 Property and equipment, net at cost 2,404 3,402 Other long-term assets 5,362 4,330 ------- ------- Total assets 31,564 26,075 ======= ======= Current liabilities $12,455 $15,457 Long-term liabilities 99 110 Shareholders' equity 19,010 10,508 ------- ------- Total liabilities and shareholders' equity $31,564 $26,075 ======= =======
# # # This news release contains forward-looking statements that involve risks and uncertainties. Actual results and outcomes may differ materially from those discussed or anticipated. Factors that might affect the actual outcome include, but are not limited to, the possible cancellation of existing or future contracts, possible decrease in demand of the company's products or services, decreases in capital spending by the company's customers, increased competition in the clean room segment of the industry, customer rejection of new products, a decline in demand for products manufactured by the company's customers, changes in management, and the effects of the company's existing and planned diversification efforts. For a more detailed discussion of these and associated risks, see the company's most recent documents filed with the Securities and Exchange Commission. EX-99.2 3 a2042755zex-99_2.txt EXHIBIT 99.2 BROKER CONTACT: MEDIA CONTACTS: B.J. Mendenhall Kevin Wilson Brent Wilhite Daw Technologies, Inc. Politis Communications Politis Communications 801-977-3100 801-523-3730 (wk) 801-523-3730 (wk) bjmendenhall@dawtech.com 801-898-5520 (cell) 801-671-8091(cell) kwilson@politis.com bwilhite@politis.com FOR IMMEDIATE RELEASE DAW TECHNOLOGIES SIGNS LETTER OF INTENT TO FORM INTEGRATED CLEANROOM SERVICES COMPANY IN MAINLAND CHINA NEW COMPANY WILL BE A JOINT VENTURE AMONG DAW, THE ELEVENTH DESIGN & RESEARCH INSTITUTE, CHINA WEST INVESTMENT AND SICHUAN PROVINCIAL NATIONAL INVESTMENT MANAGEMENT CORP. SALT LAKE CITY -- MARCH 20, 2001 -- DAW TECHNOLOGIES, INC. (NASDAQ: DAWK), an international leader in the design, engineering, fabrication and installation of ultra-clean manufacturing environments, today announced it has signed a letter of intent to form a joint venture company to provide integrated cleanroom design, engineering, construction and manufacturing services in China. The letter of intent provides for the formation of a joint venture among four entities, including Daw Technologies; The Eleventh Design & Research Institute, M.I.I., a comprehensive design and research institute with multiple offices in China; China West Investment, an investment company active in promoting economic development and foreign investment in China; and Sichuan Provincial National Investment Management Corporation, an entity of the Sichuan Provincial government promoting business development in that province. "Each party brings complementary expertise and technologies to the proposed joint venture," said Michael J. Shea, president of Daw Technologies. "We anticipate the relationships among these partners will give the joint venture company a distinct competitive advantage in providing the services and technologies established manufacturers in China are demanding. At the same time, we believe the strengths of this new venture will help encourage other companies to locate advanced manufacturing operations in China." Daw intends to finalize the joint venture within the next 2 to 3 months, with the goal that the joint venture company will begin generating revenues before the end of the year. The new company will focus on cleanroom systems and components for the electronics, pharmaceutical and medical device industries throughout China. "China has taken great strides to attract high-tech companies and is moving toward becoming the new center of Asian manufacturing," Shea said. "In that regard, Daw has a great opportunity to be a part of China's early development efforts, while broadening our reach into an underserved and rapidly expanding cleanroom market." According to a recent article in Semiconductor Magazine (March 2001), China outspent Malaysia on semiconductor fabs in 1999 and 2000 and is on pace to overtake Singapore in capital spending. Additionally, based upon efforts begun in 1999, China's capacity for 8-inch wafers is expected to increase by 174,000 units by 2004. The article also emphasized that China has announced plans to eliminate chip tariffs by 2003. - more - DAW SIGNS LOI TO FORM INTEGRATED CLEANROOM SERVICES COMPANY IN CHINA - 2 - "The cleanroom market in China is growing at a different rate than, and is not subject to the industry cycles of, other geographic markets," Shea said. "A number of leading-edge semiconductor and electronics companies, including Motorola, NEC, Amkor and Grace Semiconductor, have already established a presence there. With the softening of fabrication development in the U.S. semiconductor industry, as well as China's assured status in the World Trade Organization, this is a great time to look for international manufacturing opportunities. Naturally, we also plan to use this joint venture in China as a springboard into the rest of Asia." ABOUT THE ELEVENTH DESIGN AND RESEARCH INSTITUTE The Eleventh Design and Research Institute (C-EDRI) is a comprehensive design and research institute under the Ministry of Information Industry. With engineering, design, consultation, contract and supervision as its main business, C-EDRI also covers development, production, installation and service of air conditioning/purification products. Since its establishment 35 years ago, C-EDRI has designed more than 800 projects and provided consultation for more than 300 projects. The institute's clients are located all over China and include a list of world famous electronic manufacturers, such as NEC, Toshiba, Sharp and Fukuda of Japan, APCI, Lucent, and Motorola of the United States, Thomson of France, Philips of the Netherlands, and Siemens and Bayer of Germany. ABOUT DAW Daw Technologies, Inc. provides ultra-clean manufacturing environments for customers throughout the world, and specializes in the design, engineering and installation of cleanroom and mini-environment systems that meet stringent semiconductor and pharmaceutical manufacturing requirements. The company also provides contract manufacturing and specialized painting services on an OEM (original equipment manufacturer) basis for various customers. For further information, visit the company on the Internet at www.dawtech.com. # # # This news release contains forward-looking statements that involve risks and uncertainties. Actual results and outcomes may differ materially from those discussed or anticipated. Factors that might affect the actual outcome include, but are not limited to, the possible cancellation of existing or future contracts, possible decrease in demand of the company's products or services, decreases in capital spending by the company's customers, increased competition in the clean room segment of the industry, customer rejection of new products, a decline in demand for products manufactured by the company's customers, changes in management, and the effects of the company's existing and planned diversification efforts. For a more detailed discussion of these and associated risks, see the company's most recent documents filed with the Securities and Exchange Commission. 2 -----END PRIVACY-ENHANCED MESSAGE-----