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
October 25, 2000
Date of Report (date of earliest event reported)
WIRELESS FACILITIES, INC.
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(Exact name of Registrant as specified in charter)
Delaware 000-27231 13-3818604
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
4810 Eastgate Mall
San Diego, California 92121
(Address of principal executive offices)
Registrant's telephone number, including area code: (858) 228-2000
9805 Scranton Road, Suite 100
San Diego, California 92121
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(Former name or former address, if changed since last report)
Item 7. Financial Statements and Exhibits
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(c) Exhibits
99.1 Press release of Wireless Facilities, Inc. dated October 25,
2000.
Item 9. Regulation FD Disclosure
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On October 25, 2000, the Company issued a press release announcing its
fiscal 2000 third quarter financial results. A copy of such press release is
attached hereto as Exhibit 99.1 and the contents of such exhibit are
incorporated herein by reference.
On October 25, 2000, the Company also announced that it had named the
following employees as executive officers of the Company:
. Farzad Ghassemi: Senior Vice President RF Engineering;
. Frankie Farjood: Vice President of Program Management; and
. Naomi Whitacre: Vice President of Human Resources.
The Company also announced that Norman Korey, President of International
Operations, was no longer actively with the Company and was no longer serving
as an executive officer of the Company. Massih Tayebi will continue to have
overall responsibility for all international operations.
On October 25, 2000, the Company issued the following revenue and
earnings per share projections for the remainder of fiscal 2000 and full year
fiscal 2001:
For the fourth quarter of fiscal 2000, the Company expects revenue of
approximately $80 million, bringing the Company's projected year 2000 revenue
total to approximately $256 million. Fourth quarter 2000 earnings per share
(EPS) (excluding the amortization of goodwill from acquisitions) are expected to
be approximately $0.22 per share, bringing the Company's projected year 2000 EPS
to approximately $0.75 per share.
For fiscal 2001, the Company expects revenue of approximately $400
million, and projects EPS (excluding the amortization of goodwill from
acquisitions) of approximately $1.05 per share.
The foregoing expectations and projections are based upon the Company's
view of the markets in which it operates and various assumptions as of October
25, 2000, including, without limitation, assumptions regarding the ability of
the Company to recruit and retain employees, the ability of the Company to
execute upon its contractual obligations, and industry investment in the global
wireless communications infrastructure. These expectations and projections are
forward-looking statements that involve risks and uncertainties. The Company
operates in a very dynamic market environment, and expectations or assumptions
that appear reasonable as of October 25, 2000 may not be reasonable at any point
in the future. These expectations and projections are only predictions, and the
Company's actual results may differ materially from those anticipated by these
statements. Factors that may cause such differences, include, but are not
limited to: the Company's ability to retain and hire key personnel; the rate of
adoption of telecom outsourcing by network carriers and equipment suppliers; the
timing, rescheduling or cancellation of significant customer contracts and
agreements, or the loss of key customers; continuing industry investment in
"third generation" or "3G" deployments; competition in the marketplace which
could reduce revenues and profit margins; and lower customer satisfaction levels
for services performed by the Company. These factors and others are more fully
discussed under "Risk Factors" and elsewhere in the Company's registration
statement on Form S-1, the Company's annual report on Form 10-K filed on March
30, 2000 and the Company's Form 10-Q for the quarter ended June 30, 2000 filed
on August 14, 2000 with the Securities and Exchange Commission. In providing the
expectations and projections set forth above, the Company does not undertake,
and specifically disclaims, any obligation to update them at any time in the
future or at all.
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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: October 25, 2000 WIRELESS FACILITIES, INC.
/s/ Thomas A. Munro
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Name: Thomas A. Munro
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Title: President
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Index to Exhibits Filed with the Current Report on Form 8-K Dated October 25,
2000
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Index to Exhibits Filed with the Current Report on Form 8-K Dated October 25,
2000
Exhibit Number Description
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99.1 Press Release dated October 25, 2000