UNITED STATES
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 30, 2015
WESTELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in charter)
| Delaware | 0-27266 | 36-3154957 | ||
(State of other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 750 North Commons Drive, Aurora, Illinois | 60504 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (630) 898-2500
N/A
(Former name or former address, if changed since last report)
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 February 4, 2015, Westell Technologies, Inc. issued a press release setting forth the financial results for its fiscal year 2015 third quarter ended December 31, 2014. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 2.05. | COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES |
On January 30, 2015, Westell Technologies, Inc. (the “Company”) approved a plan to restructure its business, including reduction of headcount and consolidation of office space within the Aurora headquarters facility, with the intent to optimize operations. The planned restructuring is scheduled to be completed during the fourth quarter of fiscal year 2015 and will impact approximately 20 employees. The Company expects to incur pretax charges totaling approximately $3.0 million, including approximately $0.3 million related to separation benefits and related employee incentives and a non-cash charge of $2.7 million in other associated costs related to a loss on a lease. Substantially all of the $0.3 million of estimated cash outflows related to this matter are expected to occur during fiscal year 2015.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995
This report on Form 8-K includes “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995. Certain statements contained herein that are not historical facts or that contain the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” “will,” “plan,” “should,” or derivatives thereof and other words of similar meaning are forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those expressed in or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, product demand and market acceptance risks, customer spending patterns, need for financing and capital, economic weakness in the United States (“U.S.”) economy and telecommunications market, the effect of international economic conditions and trade, legal, social and economic risks (such as import, licensing and trade restrictions), the impact of competitive products or technologies, competitive pricing pressures, customer product selection decisions, product cost increases, component supply shortages, new product development, excess and obsolete inventory, commercialization and technological delays or difficulties (including delays or difficulties in developing, producing, testing and selling new products and technologies), the ability to successfully consolidate and rationalize operations, the ability to successfully identify, acquire and integrate acquisitions, effects of the Company’s accounting policies, retention of key personnel and other risks more fully described in our Form 10-K for the fiscal year ended March 31, 2014, under Item 1A - Risk Factors. The Company undertakes no obligation to publicly update these forward-looking statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or otherwise.
| Item 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| 99.1 | Press release announcing financial results for the fiscal year 2015 third quarter ended December 31, 2014. | ||
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.
| WESTELL TECHNOLOGIES, INC. | ||||
| Date: | February 4, 2015 | By: | /s/ Thomas P. Minichiello | |
| Thomas P. Minichiello | ||||
Senior Vice President, Chief Financial Officer, Treasurer and Secretary | ||||