FORM 8-K 6.30.15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): July 28, 2015
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MAXWELL TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware | | 001-15477 | | 95-2390133 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
3888 Calle Fortunada
San Diego, California 92123
(Addresses of principal executive offices, including zip code)
(858) 503-3300
(Registrant’s telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On July 30, 2015, Maxwell Technologies, Inc. (the “Company”) issued a press release announcing the Company’s results for its fiscal quarter ended June 30, 2015. A copy of this press release is attached hereto as Exhibit 99.1.
This information and the exhibits hereto are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 2.05. Costs Associated with Exit of Disposal Activities.
On July 28, 2015, the Board of Directors of Maxwell Technologies, Inc. (the “Company”) approved a restructuring plan proposed by management to consolidate U.S. manufacturing operations and to reduce headcount and operating expenses in order to align the Company’s cost structure with the current business forecast and to improve operational efficiency. In connection with the restructuring plan, the Company expects to incur total restructuring and related charges of approximately $4.2 million, of which $2.5 million was recorded in the second quarter of 2015. Total expected restructuring and related charges include $2.1 million in facilities costs related to the consolidation of manufacturing operations, $1.2 million in employee severance costs, $700,000 in accelerated equipment depreciation expense, as well as $200,000 in relocation costs. Upon completion of the plan, which is anticipated to be by the end of the first quarter of 2016, total cash expenditures related to restructuring activities are expected to be approximately $2.2 million, including $118,000 which was paid in the second quarter of 2015.
Forward-Looking Statements: Statements in this Current Report on Form 8-K and in the press release attached as Exhibit 99.1 hereto, such as the cost estimates of the restructuring plan above, are forward-looking statements and are subject to the Safe Harbor provisions created by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current information and expectations, and involve a number of risks and uncertainties. Actual results may differ materially from those projected in such statements due to various factors, including, but not limited to:
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• | Our ability to remain competitive and stimulate customer demand through successful introduction of new products, and to educate our prospective customers on the products we offer; |
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• | Dependence upon the sale of products to a small number of customers and vertical markets, some of which are heavily dependent on government funding or government subsidies which may or may not continue in the future; |
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• | Dependence upon the sale of products into Asia and Europe, where macroeconomic factors outside our control may adversely affect our sales; |
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• | Risks related to our international operations including, but not limited to, our ability to adequately comply with the changing rules and regulations in countries where our business is conducted, our ability to oversee and control our foreign subsidiaries and their operations, our ability to effectively manage foreign currency exchange rate fluctuations arising from our international operations, and our ability to continue to comply with the U.S. Foreign Corrupt Practices Act as well as the anti-bribery laws of foreign jurisdictions; |
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• | Risk that our restructuring efforts may not be successful and that we may not be able to realize the anticipated cost savings and other benefits; |
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• | Successful acquisition, development and retention of key personnel; |
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• | Our ability to effectively manage our reliance upon certain suppliers of key component parts, specialty equipment and logistical services; |
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• | Our ability to match production volume to actual customer demand; |
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• | Our ability to manage product quality problems; |
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• | Our ability to protect our intellectual property rights and to defend claims against us; |
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• | Our ability to effectively identify, enter into, manage and benefit from strategic alliances; |
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• | Occurrence of a catastrophic event at any of our facilities; |
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• | Occurrence of a technology systems failure, network disruption, or breach in data security; |
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• | Our ability to obtain sufficient capital to meet our operating or other needs; and, |
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• | Our ability to manage and minimize the impact of unfavorable legal proceedings. |
Additional factors that may cause actual results to differ materially from those projected and anticipated in forward-looking statements in this Current Report on Form 8-K and in the press release attached as Exhibit 99.1 hereto, please refer to the “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of our SEC filings, including, but not limited to, our annual report on Form 10-K and quarterly reports on Form 10-Q. The Company undertakes no duty to update any forward-looking statement to reflect actual results or changes in the Company's expectations.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No. | | Description |
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99.1 | | Press release issued by Maxwell Technologies, Inc. on July 30, 2015 |
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.
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| MAXWELL TECHNOLOGIES, INC. |
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| By: | | /s/ David Lyle |
| | | David Lyle |
| | | Senior Vice President, Chief Financial Officer, Treasurer and Secretary
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Date: July 30, 2015
EXHIBIT INDEX
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Exhibit No. | | Description |
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99.1 | | Press Release issued by Maxwell Technologies, Inc. on July 30, 2015 |