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) October 19, 2004
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WESTELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in charter)
Delaware 0-27266 36-3154957
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(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
750 North Commons Drive, Aurora, Illinois 60504
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (630) 898-2500
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N/A
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(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 October 19, 2004, Westell Technologies, Inc., issued a press release
setting forth its financial results for the three and six month periods ending
September 30, 2004. A copy of the press release is attached hereto as Exhibit
99.1.
The press release filed as Exhibit 99.1 contains certain non-GAAP
financial measures. These non-GAAP measures are provided to enhance the
investors' overall understanding of the Company's current financial performance.
Specifically, we believe the non-GAAP financial measures provide useful
information to both management and investors by excluding certain items that may
not be indicative of our core operating results. We believe these financial
measures are useful to investors in understanding certain non-GAAP information
used by management in its financial and operational decision-making. These
measures should be considered in addition to results prepared in accordance with
GAAP, and are not a substitute for, or superior to, GAAP results. The non-GAAP
measures included in the attached press release have been reconciled to the
nearest GAAP measure.
The information in this Form 8-K is being furnished and shall not be
deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that Section. The information in
this Form 8-K shall not be incorporated by reference in any other filing under
the Securities Exchange Act of 1934 or Securities Act of 1933 except as shall be
expressly set forth by specific reference to this Form 8-K in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press release announcing unaudited financial results for the three and six
month periods ending September 30, 2004. (Furnished and not filed with the SEC)
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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 thereunto duly authorized.
WESTELL TECHNOLOGIES, INC.
Date: October 19, 2004 By: /s/ Nicholas C. Hindman
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Nicholas C. Hindman
Senior Vice President and
Chief Financial Officer
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