-----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, HdLQUmlCTLtzUtv29IglJoNF46em7QblE7PSnnEKT26LkFXL+D6Frkxqw0I9gPfH B+dqJeu3NiQwZEuaH9WB5Q== 0000950130-98-004624.txt : 19980922 0000950130-98-004624.hdr.sgml : 19980922 ACCESSION NUMBER: 0000950130-98-004624 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980921 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980921 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BREED TECHNOLOGIES INC CENTRAL INDEX KEY: 0000891531 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 222767118 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11474 FILM NUMBER: 98712552 BUSINESS ADDRESS: STREET 1: 5300 OLD TAMPA HWY CITY: LAKELAND STATE: FL ZIP: 33811 BUSINESS PHONE: 9416686000 MAIL ADDRESS: STREET 1: PO BOX 33050 CITY: LAKELAND STATE: FL ZIP: 33811 8-K 1 FORM 8-K - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): SEPTEMBER 21, 1998 BREED Technologies, Inc. ------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-11474 22-2767188 - ------------------------ ------------------------ -------------------- (State of incorporation) (Commission File Number) (IRS Employer Identification No.) 5300 Old Tampa Highway Lakeland, Florida 33811 - --------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (941) 668-6000 ------------------------------------------------------------- (Former name or former address, if changed since last report) - -------------------------------------------------------------------------------- Item 5. Other Events On September 21, 1998, BREED Technologies, Inc. announced that as a result of discussions with the Staff of the Securities and Exchange Commission, the Company will restate its financial statements for the second quarter ended December 31, 1997 and the third quarter ended March 31, 1998. The restatements will not have a material adverse effect on the previously reported results of operations. The Company recorded repositioning the other special charges totaling $349.9 million in the second quarter ended December 31, 1997. Applying an accounting methodology consistent with the Staff's views, the Company's restatements will reflect an increase in total recorded non-cash charges of $15.5 million or 4.4% to $365.4 million from $349.9 million previously recorded. The charges recorded in the second quarter ended December 31, 1997, included, among other things, a $77.6 million write-down of goodwill and a $62.9 million write-down of other long-lived assets relating to impaired production and other equipment and the writeoff of assets used to manufacture products being replaced by new technologies. The revised write-down of goodwill eliminates the previously reported write-down of goodwill relating to Custom Trim and two other subsidiaries and increases the previously reported write-down of goodwill relating to USS, resulting in a net increase in the total write-down of goodwill of $4.3 million. The company will also increase its previously reported write- down of long-lived assets of USS by $11.2 million. In summary, the previously reported goodwill write-down will increase from $77.6 million to $81.9 million and the previously reported write-down for long- lived assets will increase from $62.9 million to $74.1 million. As a result of the restatements, operating income in future periods will increase approximately $0.7 million per quarter due to lower depreciation and amortization expense. The press release included certain statements regarding, among other things, the amounts and expected effect of the restatement of repositioning and other special charges, which constitute foward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Such statements are subject to certain risks and uncertainties, including the risk that the assumptions underlying the Company's cash flow analysis relating to the restated repositioning and other special charges are inaccurate. Such risks and uncertainties could cause actual results to differ materially from those projected. The Company's management believes these foward-looking statements are reasonable based on current expectations; however, undue reliance should not be placed on such forward-looking statements. Headquartered in Lakeland, Florida, the Company is the world's third largest supplier of complete automotive occupant restraint systems. The Company supports its growing list of automotive customers with advanced engineering, testing and manufacturing facilities located in 13 countries around the world. A complete copy of the press release is attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Text of Press Release of BREED Technologies, Inc. dated September 21, 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. Date: September 21, 1998 BREED TECHNOLOGIES, INC. By: /s/ Frank J. Gnisci ----------------------- Frank J. Gnisci Executive Vice President Chief Financial Officer -3- INDEX TO EXHIBITS EXHIBIT NUMBER AND DESCRIPTION PAGE - ------------------------------ ---- 99.1 Text of Press Release for BREED Technologies, Inc. dated September 21, 1998....................................... 5 -4- EX-99.1 2 TEXT OF PRESS RELEASE DATED SEPTEMBER 21, 1998 EXHIBIT 99.1 BREED TECHNOLOGIES ANNOUNCES IMPACT OF RESTATEMENT OF PREVIOUSLY FILED STATEMENT LAKELAND, FL. (September 21, 1998)- BREED Technologies, Inc. (NYSE:BDT) announced on Friday, September 18th, that as a result of discussions with the Staff of the Securities and Exchange Commission, the Company will restate its financial statements for the second quarter ended December 31, 1997 and the third quarter ended March 31, 1998. The restatements will not have a material adverse effect on the previously reported results of operations. The Company recorded repositioning the other special charges totaling $349.9 million in the second quarter ended December 31, 1997. Applying an accounting methodology consistent with the Staff's views, the Company's restatements will reflect an increase in total recorded non-cash charges of $15.5 million or 4.4% to $365.4 million from $349.9 million previously recorded. The charges recorded in the second quarter ended December 31, 1997, included, among other things, a $77.6 million write-down of goodwill and a $62.9 million write-down of other long-lived assets relating to impaired production and other equipment and the write-off of assets used to manufacture products being replaced by new techonologies. The revised write-down of goodwill eliminates the previously reported write-down of goodwill relating to Custom Trim and two other subsidiaries and increases the previously reported write-down of goodwill relating to USS, resulting in a net increase in the total write-down of goodwill of $4.3 million. The Company will also increase its previously reported write- down of long-lived assets of USS by $11.2 million. In summary, the previously reported goodwill write-down will increase from $77.6 million to $81.9 million and the previously reported write-down for long- lived assets will increase from $62.9 million to $74.1 million. As a result of the restatements, operating income in future periods will increase approximately $0.7 million per quarter due to lower depreciation and amortization expense. This press release includes certain statements regarding, among other things, the amounts and expected effect of the restatement of repositioning and other special charges, which constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. Such statements are subject to certain risks and uncertainties, including the risk that the assumptions underlying the Company's cash flow analysis relating to the restated repositioning and other special charges are inaccurate. Such risks and uncertainties could cause actual results to differ materially from those projected. The Company's management believes these forward-looking statements are reasonable based on current expectations; however, undue reliance should not be placed on such forward-looking statements. Headquartered in Lakeland, Florida, the Company is the world's third largest supplier of complete automotive occupant restraint systems. The Company supports its growing list of automotive customers with advanced engineering, testing and manufacturing facilities located in 13 countries around the world. -----END PRIVACY-ENHANCED MESSAGE-----