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): February 23, 2006
COBRA ELECTRONICS CORPORATION
(Exact name of Registrant as Specified in Its Charter)
| | | | |
| Delaware | | 0-511 | | 36-2479991 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 6500 West Cortland Street, Chicago, Illinois | | 60707 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (773) 889-8870
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:
| ¨ | 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 23, 2006, Cobra Electronics Corporation (the “Company”) released earnings information for the quarter ended and year ended December 31, 2005. A copy of the press release is attached hereto as Exhibit 99-1 and incorporated herein by reference.
In the press release, the Company discloses “adjusted net income” for certain periods, which is considered a “non-GAAP financial measure” under Securities and Exchange Commission rules. A “non-GAAP financial measure” is defined as a numerical measure of a company’s financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in the Company’s financial statements. Management does not intend the presentation of non-GAAP financial measures to be considered in isolation or as a substitute for results prepared in accordance with GAAP.
For the quarter ended December 31, 2005 and the year ended December 31, 2005, the press release contains a reconciliation of net income on a GAAP basis to adjusted net income. Management believes that the presentation of this measure, as adjusted, is useful to investors because it provides a means of evaluating the Company’s operating performance and results from period to period on a comparable basis not otherwise apparent on a GAAP basis, since many one-time charges, including items that may not affect the Company’s operations, do not meet the strict GAAP definition of unusual non-recurring items.
Item 8.01.Other Events.
On February 23, 2006, the Company announced that its Board of Directors has declared an annual cash dividend of $0.16 per share payable on April 28, 2006 to shareholders of record on April 14, 2006.
Item 9.01.Exhibits.
(c) The following is a list of the exhibits filed herewith.
| | |
| Exhibit No. | | Description of Exhibit |
| 99-1 | | Press release dated February 23, 2006 issued by Cobra Electronics Corporation |
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.
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| COBRA ELECTRONICS CORPORATION |
| |
| By: | | /s/ Michael Smith |
| Name: | | Michael Smith |
| Title: | | Senior Vice President and |
| | Chief Financial Officer |
Date: February 23, 2006
EXHIBIT INDEX
The following is a list of the exhibits filed herewith.
| | |
| Exhibit No. | | Description of Exhibit |
| 99-1 | | Press release dated February 23, 2006 issued by Cobra Electronics Corporation |
